| Schedule of Purchase Consideration to Estimated Fair Value of Assets Acquired and Liabilities |
The following table summarizes
the consideration paid for Airobotics and the preliminary allocation of the purchase consideration to the estimated fair value of the
assets acquired and liabilities assumed at the acquisition date.
| Purchase price consideration |
|
|
|
| Common Stock – 2,844,291 Shares |
|
$ |
5,261,938 |
|
| Vested Stock Options – 773,244 Shares |
|
|
700,690 |
|
| Warrants – 586,440 Warrants to purchase shares |
|
|
- |
|
| Total purchase price consideration |
|
$ |
5,962,628 |
|
| |
|
|
|
|
| Estimated fair value of assets acquired: |
|
|
|
|
| Cash and cash equivalents and restricted cash |
|
$ |
1,049,454 |
|
| Accounts receivable |
|
|
112,245 |
|
| Inventory |
|
|
1,494,707 |
|
| Other current assets |
|
|
835,664 |
|
| Property and equipment |
|
|
3,015,602 |
|
| Right of use asset |
|
|
339,104 |
|
| Intangible assets |
|
|
5,977,926 |
|
| Other long-term assets |
|
|
62,851 |
|
| Total estimated fair value of assets acquired |
|
|
12,887,553 |
|
| |
|
|
|
|
| Estimated fair value of liabilities assumed: |
|
|
|
|
| Accounts payable |
|
|
969,242 |
|
| Customer Prepayments |
|
|
1,602,535 |
|
| Government grant liability |
|
|
1,783,403 |
|
| Other loans |
|
|
1,140,301 |
|
| Other payables |
|
|
1,156,057 |
|
| Lease liabilities |
|
|
385,450 |
|
| Loan from related party |
|
|
2,032,875 |
|
| Total estimated fair value of liabilities assumed |
|
|
9,069,863 |
|
| |
|
|
|
|
| Net Assets Acquired |
|
$ |
3,817,690 |
|
| |
|
|
|
|
| Goodwill |
|
$ |
2,144,938 |
|
|
| Schedule of Unaudited Pro Forma Information Presents Company’s Results of Operations |
The pro forma
results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred
on January 1, 2023 or what the Company’s operating results will be in future periods.
| |
|
(Unaudited) Year Ended
December 31,
|
|
| |
|
2023 |
|
| Revenue, net |
|
$ |
15,723,466 |
|
| Net loss |
|
$ |
(45,272,685 |
) |
| Net Loss Per Share – basic and diluted |
|
$ |
(0.86 |
) |
|
| Schedule of Goodwill Impairment |
The Company has recognized
goodwill as part of the American Robotics acquisition in 2021 and Airobotics acquisition in 2023. The changes in the carrying amount of
goodwill for the years ended December 31, 2024 and 2023, are as follows:
| |
|
Ondas
Autonomous
Systems |
|
| Balance as of January 1, 2023 |
|
$ |
25,606,983 |
|
| Goodwill acquired |
|
|
2,144,938 |
|
| Balance as of December 31, 2023 and 2024 |
|
$ |
27,751,921 |
|
|